Management Incentive Units Generally Sample Clauses

Management Incentive Units Generally. The LLC may issue authorized but unissued Management Incentive Units to existing or new employees, officers, directors, consultants or other service providers of the LLC or any of its Subsidiaries pursuant to a Senior Management Agreement or other Equity Agreement approved by the Board, which agreement shall contain such provisions as the Board shall determine; provided, however, that Management Incentive Units may not be issued to any Investor, any Contributor, any Affiliate of any Investor or Contributor or any of their respective employees, officers or directors (other than employees or officers of the LLC and its Subsidiaries). In the Board’s discretion, the terms of any Management Incentive Units issued pursuant to this Section 3.9 may include limitations on the Distribution entitlements of such Units imposed in order to cause such Units to qualify as “profits interests” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43, Internal Revenue Service Notice 2005-43, or any future Internal Revenue Service guidance, including, as set forth in Section 3.9(b) below, by establishing a threshold amount (a “Participation Threshold”) of cumulative Distributions that must be made with respect to all or one or more specified classes, groups or series of Units outstanding immediately prior to the issuance of Management Incentive Units before such Management Incentive Units may receive any Distributions. Except as otherwise provided by the Board, any Unitholder who receives Management Incentive Units that are subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code shall make a timely and effective election under Section 83(b) of the Code with respect to such Units. The LLC and all Unitholders will (A) treat such Units as outstanding for tax purposes, (B) treat such Unitholder as a member of the LLC for income tax purposes with respect to such Units and (C) file all tax returns and reports consistently with the foregoing (except for non-U.S. federal returns or reports for which a different tax treatment is required by applicable law), and neither the LLC nor any of its Unitholders will deduct any amount (as wages, compensation or otherwise) for the fair market value of such Units for income tax purposes. This Section 3.9, together with the Senior Management Agreements or other Equity Agreements pursuant to which the Management Incentive Units are issued, are intended to qualify as a compensatory benefit...
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Management Incentive Units Generally. Without limiting any other rights of the Company, subject to Section 5.3, the Company may, subject to the approval of the Board, issue Residual Units to existing or new employees, officers, directors, consultants or other service providers of the Company or any of its Subsidiaries pursuant to a Senior Management Agreement approved by the Board, which agreement shall contain such provisions as the Board shall determine. In the Board's discretion, the terms of any Class C Units issued pursuant to this Section 3.5 may include limitations on the Distribution entitlements of such Class C Units imposed in order to cause such Class C Units to qualify as "profits interests" within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43, Internal Revenue Service Notice 2005-43, or any future Internal Revenue Service guidance, including, as set forth in Section 3.5(c) below, by establishing a threshold amount ("Participation Threshold") of cumulative Distributions that must be made with respect to all or one or more specified classes or series of Units outstanding immediately prior to the issuance of such Class C Units before such Class C Units may receive any Distributions.
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Management Incentive Units Generally. Without limiting any other rights of the Company, the Company may, subject to the approval of the Board, grant, award, issue or sell Class B Units (“Incentive Units”) to any existing or new employee, officer, director, independent contractor, consultant, advisor or other service provider of the Company or any of its Subsidiaries pursuant to a Management Equity Agreement approved by the Board, which agreement shall contain such provisions as the Board shall determine.
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Related to Management Incentive Units Generally

  • Vesting Generally LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on Transfer pursuant to the terms of an award, vesting or other similar agreement (a “Vesting Agreement”). The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Plan, if applicable. LTIP Units that were fully vested when issued or that have vested and are no longer subject to forfeiture under the terms of a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested LTIP Units.”

  • Management Generally (a) The management and control of the Partnership shall be vested in the General Partner; however, the Limited Partners shall have certain rights with respect to certain matters of the Partnership as described in this Agreement. The Limited Partners shall have no authority or right to act on behalf of the Partnership in connection with any matter and shall not engage in any way in the day-to-day business of the Partnership.

  • Adjustment of Number of Optioned Shares and Related Matters The number of shares of Common Stock covered by the Stock Option, and the Option Prices thereof, shall be subject to adjustment in accordance with Articles 11 - 13 of the Plan.

  • Investments Generally The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, directly or indirectly, acquire, make or purchase any Investment, or permit any Investment of such Person to be outstanding on and after the Agreement Date, other than the following:

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

  • Adjustment for Dividends in Other Stock, Property, etc Reclassification, etc. In case at any time or from time to time after the Original Issue Date the holders of Common Stock (or Other Securities) shall have received, or (on or after the record date fixed for the determination of stockholders eligible to receive) shall have become entitled to receive, without payment therefor

  • Incentive Award The three (3) year rolling average of earnings growth and Return On Equity (the "XXX") and determined as of December 31 of each plan year shall determine the Director's Incentive Award Percentage, in accordance with the attached Schedule A. The chart on Schedule A is specifically subject to change annually at the sole discretion of the Company's Board of Directors. The Incentive Award is calculated annually by taking the Director's Annual Fees for the Plan Year in which the XXX and Earnings Growth was calculated times the Incentive Award Percentage.

  • Performance Stock Units The Company may grant to Executive performance stock units (“PSUs”) pursuant to the Incentive Plan. All PSUs are subject to and conditioned on approval of the grant and its terms by the Board. All granted PSUs shall vest as provided in the applicable PSU grant notice and grant agreement (“PSU Agreement”). All PSUs shall be subject to the terms and conditions of the Incentive Plan and a PSU Agreement in a form prescribed by the Company, which Executive must sign as a condition to receiving the PSUs.

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

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